8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 27, 2009

WAYNE SAVINGS BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23433	31-1557791
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer
Identification No.)
151 N. Market St., Wooster, Ohio		44691
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (330) 264-5767

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On March 27, 2009 Wayne Savings Bancshares, Inc., (the “Company”) issued a press release announcing a cash dividend of $.05 per share on the Company’s common stock for the quarter ending March 31, 2009.  This represents a 58% decrease from the previous quarterly rate of $0.12.  A copy of the press release dated March 27, 2009 is attached as Exhibit 99.1 to this report.  The press release is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated March 27, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	WAYNE SAVINGS BANCSHARES, INC.
DATE:  March 31, 2009	By:	/s/ H. Stewart Fitz Gibbon III
		H. Stewart Fitz Gibbon III
		Executive Vice President
		Chief Financial Officer

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EX-99.1

NEWS RELEASE

FOR RELEASE: IMMEDIATELY

WAYNE SAVINGS BANCSHARES, INC. DECLARES QUARTERLY DIVIDEND

Wooster, Ohio (March 27, 2009) – Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the stock holding company parent of Wayne Savings Community Bank, has declared a cash dividend of $.05  per share on the Company’s common stock for the quarter ending March 31, 2009.  This represents an annualized dividend of $.20 per share.  The quarterly cash dividend will be paid on April 29, 2009 to stockholders of record as of April 15, 2009.

The new quarterly dividend rate of $.05 per share (3.3% yield based on the closing price of $6.01 on March 25, 2009) represents a 58% decrease from the previous quarterly dividend rate of $0.12 per share.  According to Phillip E. Becker, President and Chief Executive Officer, “Wayne Savings continues to be profitable with a strong tangible capital position and the Bank is well capitalized for regulatory purposes.  However, in light of the troubling economic conditions and the corresponding negative impact on asset quality and earnings, as well as other factors such as increased FDIC insurance assessments on all insured institutions like the Bank, the board of directors believes it is prudent to reduce our quarterly cash dividend and preserve our capital.  This reduction in our dividend rate will save more than $841,000 on an annual basis, will strengthen our already sound financial base and will enable us to be proactive in the current regulatory and economic environment.  We will revisit the payment of normalized quarterly cash dividends or the payment of special cash dividends as economic conditions improve and stabilize.  We want to thank our stockholders for their support as we continue to operate the Bank in a prudent and determined fashion to protect the financial gains to date and enable us to continue to provide exemplary customer service in our local banking market.”

At December 31, 2008, Wayne Savings Bancshares, Inc. had total assets of $405.4 million, deposits of $310.8 million, and stockholders’ equity of $34.1 million, or 8.41% of total assets.

Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, and Creston, Ohio.

Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. Factors which could result in material variations include, but are not limited to, changes in interest rates which could affect net interest margins and net interest income, competitive factors which could affect net interest income and noninterest income, changes in demand for loans, deposits and other financial services in the Company's market area; changes in asset quality, general economic conditions as well as other factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

CONTACT PERSON:	H. Stewart Fitz Gibbon III
	Executive Vice President/Chief Financial Officer
	(330) 264-5767